Munoth Capital Markets Ltd. (MUNOTHCAPITAL) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

MUNOTH CAPITAL MARKET LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MUNOTH CAPITAL MARKET LIMITED("the Company") which comprise the Balance Sheet as at March 31 2017 theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and the cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other authoritative pronouncements issued by the Instituteof Chartered Accountants of India. Those Standards and pronouncements require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a) In the case of the Balance Sheet of the state of affairs of the Company as at March31 2017;

b) In the case of the Statement of Profit and Loss of the PROFIT for the year ended onthat date; and

c) In the case of the Cash Flow Statement of the cash flows for the year ended on thatdate. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2014 ("the Order")issued by the Central Government of India in terms of Sub-section (11) of Section 143 ofthe Companies Act 2013 and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us we give in the Annexure-A a statement on the matters specified in paragraphs3 and 4 of the Order.

2. As required by section 143(3) of the Act we report that :

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this report are in agreement with the books of account;

d) In our opinion the aforesaid financial statement comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March 2017 from being appointed as a director in terms of Section 164 (2) ofthe Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure-B.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanations given to uswe report that:

a) The Company does not have any pending litigations which would impact its financialposition other than those mentioned in notes to accounts.

b) The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the InvestorsEducation and Protection Fund by the Company.

d) The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management - Refer Note [28]

The Annexure referred to in paragraph 1 under the 'Report on Other Legal and RegulatoryRequirements' our report to the members of MUNOTH CAPITAL MARKET LIMITED ('the Company')for the year ended on March 31 2017. We report that:-

i. a) The Company has maintained proper records to show full particulars includingquantitative details and situation of its fixed assets.

b) As explained to us during the year fixed assets have been physically verified bythe management at reasonable intervals no material discrepancies were noticed on suchverification.

c) Since the Company does not have any immovable property hence the provisions ofclause 3 (i) (c) of the said order is not applicable to the Company

ii. a) As explained to us the inventories of shares & securities have been kept indematerialized form and the same has been physically verified by the management atreasonable intervals during the year.

b) In our opinion and on the basis of our examination of the records the Company isgenerally maintaining proper records of its inventories. No material discrepancy wasnoticed on physical verification of stocks by the management as compared to book records.

iii. According to the information and explanations given to us the Company has giveninterest free unsecured loan to its subsidiary company. In the opinion of the managementSubsidiary Companies are not covered in the register maintained under section 189 of theCompanies Act 2013.

a) In our opinion the other terms and conditions of the above referred interest freeloan given by the company is not prima facie prejudicial to the interest of the Company.

b) According to information and explanations given to us in respect to such interestfree loans given by the company the same are at repayable on demand and no stipulationshave been made regarding repayment of principal amount.

c) As per the information and explanation given to us and on the basis of ourverification in our opinion no amount is overdue.

iv. In our opinion and according to information and explanation given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of loans investments guarantee and security.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits during the year from the public to which thedirectives issued by the Reserve bank of India and provisions of Sections 73 to 76 and anyother relevant provisions of the Act and the Rules framed there under apply henceprovisions of Clause 3(v) of the aforesaid Order are not applicable to the Company.

vi. In our opinion and according to the information and explanations given to usmaintenance of cost records under sub-section (1) of the Section 148 of the Companies Act2013 has not been prescribed by the government.

vii. (a) According to the records of the Company the Company is generally regular indepositing undisputed statutory dues including provident fund employees' state insuranceincome-tax sales tax service tax duty of customs duty of excise value added tax cessand other statutory dues with appropriate authorities. There are no arrears of outstandingstatutory dues as at the last day of the financial year for a period of more than sixmonths from the date they became payable.

(b) According to the records of the Company examined by us and information andexplanations given to us there were no dues of income tax sales tax service tax dutyof customs duty of excise value added tax cess to the extent applicable which have notbeen deposited on account of any disputes.

viii. The Company has not borrowed from any financial institution bank Government ordebenture holders and hence Provisions of clause 3 (viii) of the aforesaid Order are notapplicable to the Company.

ix. The Company has not raised any money by way of initial public offer further publicoffer (including debt instruments) and term loans and hence provisions of Clause 3(ix) ofthe aforesaid Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.

xi. The Company has not paid/provided any managerial remuneration in the current yearand hence provisions of Clause 3(xi) of the aforesaid Order are not applicable to theCompany.

xii. The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicable tothe Company and hence provisions of Clause 3(xii) of the aforesaid Order are notapplicable to the Company.

xiii. Based on our audit procedures and according to the information and explanationsgiven to us by the management the transactions with the related parties are in compliancewith Section 177 and 188 of the Companies Act 2013 where applicable and details have beendisclosed in the Financial Statements etc. as required by the applicable accountingstandards.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review and henceprovisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orthe persons connected with him and hence provisions of Clause 3(xv) of the aforesaid Orderare not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

The Annexure referred to in paragraph 2(f) under the 'Report on Other Legal andRegulatory Requirements' our report to the members of MUNOTH CAPITAL MARKET LIMITED ('theCompany') for the year ended on March 31 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Act

We have audited internal financial controls over financial reporting of MUNOTH CAPITALMARKET LIMITED ("the Company") as of March 31 2017 in conjunction with ouraudit of the financial statements of the Company for the year then ended on that date.

Management's Responsibility for the Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities includesdesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of businessincluding adherence to Company's policies the safeguarding of the assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on Company's internal financial controlsover financial

reporting based on our audit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting ('the GuidanceNote') and the Standards on Auditing deemed to be prescribed under Section 143(10) of theAct to the extent applicable to an audit of internal financial controls both applicableto an audit of internal financial controls and both issued by the ICAI. Those Standardsand Guidance note require that we comply with ethical requirements and plan and performaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal controls based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide a reasonable assurance regarding the reliability of financial reporting andpreparation of financial statements for external purpose in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary topermit preparation of financial statements in accordance with the generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial control over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material aspects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.